CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Seneff,  Jr., the Chief Executive Officer of CNL Realty Corporation,
the corporate  general partner of CNL Income Fund XII, Ltd. (the  "registrant"),
certify that:

     1.    I have reviewed this quarterly report on Form 10-Q of the registrant;

     2.    Based on my  knowledge,  this  report  does not  contain  any  untrue
           statement  of a  material  fact  or omit to  state  a  material  fact
           necessary to make the statements made, in light of the  circumstances
           under which such statements were made, not misleading with respect to
           the period covered by this report;

     3.    Based on my knowledge, the financial statements,  and other financial
           information  included in this report,  fairly present in all material
           respects the  financial  condition,  results of  operations  and cash
           flows of the registrant as of, and for, the periods presented in this
           report;

     4.    The registrant's  other certifying  officer and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the
           registrant and have:

                  (a)    Designed such disclosure  controls and  procedures,  or
                         caused such  disclosure  controls and  procedures to be
                         designed under our supervision, to ensure that material
                         information  relating to the registrant,  including its
                         consolidated  subsidiaries,  is  made  known  to  us by
                         others within those entities,  particularly  during the
                         period in which this report is being prepared;

                  (b)    Evaluated  the   effectiveness   of  the   registrant's
                         disclosure  controls and  procedures  and  presented in
                         this report our conclusions  about the effectiveness of
                         the disclosure  controls and procedures,  as of the end
                         of the  period  covered  by this  report  based on such
                         evaluation; and

                  (c)    Disclosed in this report any change in the registrant's
                         internal control over financial reporting that occurred
                         during the registrant's most recent fiscal quarter (the
                         registrant's  fourth  fiscal  quarter in the case of an
                         annual  report)  that has  materially  affected,  or is
                         reasonably   likely   to   materially    affect,    the
                         registrant's internal control over financial reporting;
                         and

     5.    The registrant's other certifying officer and I have disclosed, based
           on our most recent  evaluation  of internal  control  over  financial
           reporting,  to the  registrant's  auditors and the audit committee of
           the  registrant's  board of  directors  (or  persons  performing  the
           equivalent functions):

                  (a)    All significant deficiencies and material weaknesses in
                         the  design  or  operation  of  internal  control  over
                         financial  reporting  which  are  reasonably  likely to
                         adversely  affect the  registrant's  ability to record,
                         process,  summarize and report  financial  information;
                         and

                  (b)    Any  fraud,  whether  or not  material,  that  involves
                         management  or other  employees  who have a significant
                         role  in  the   registrant's   internal   control  over
                         financial reporting.

Date: August 12, 2003

                                                  /s/ James M. Seneff, Jr.
                                                  ------------------------
                                                  James M. Seneff, Jr.
                                                  Chief Executive Officer